Infraestructura

aiXtron Se (formerly aiXtron aG) has had a code of ethics since 2006 for executive Board members and certain managers in finance. the aim of this code is to promote upright and ethical conduct, including the ethical handling of conflicts of interest, the complete, fair, precise, timely and transparent disclosure of quarterly and annual reports, compliance with prevailing laws, rules and regulations, the immediate internal reporting of breaches of the code where neces- sary and to ensure accountable responsibility for compliance with the code. the complete text of the code may be found on the aiXtron website.

in addition, aiXtron has issued a compliance code of conduct applicable to the company’s executive and Supervisory Boards, as well as all employees in all company offices throughout the world and holds them accountable to conduct that is required to be conscientious and in conformity with the law. amongst the topics addressed, this code covers the following issues: responsibility and respect towards society and the environment, compliance with overall legal conditions, legal and ethical conduct by each individual employee, loyalty to the company, fair and respectful treatment of fellow employees, rejection of any form of discrimination, dealing responsibly with corporate risks, acting in an environmentally aware manner, security in all operating areas, working in a professional manner, reliability and fairness in all business relation- ships, compliance with guidelines on giving/taking unfair advantage, dealing with insider informa- tion and the treatment of company property. the full text of the compliance code of conduct can be downloaded from the aiXtron website.

in 2011, aiXtron issued a compliance manual which applies to all members of the senior management. this manual is based on the principles of the compliance code of conduct and provides a detailed view on all important areas of compliance. it is regularly updated e.g. reflecting legal changes. By signing a representation letter, the senior managers confirm having informed their team members about the content of the compliance manual and that the com- pliance rules and regulations set out by aiXtron Se are being complied with.

1.3 // function of tHe eXecutive BoarD anD SuperviSory BoarD anD

compoSition anD function of tHe SupportinG committeeS

as a european company (Societas europaea), aiXtron Se is subject to not only the German Stock corporation law, but also to the superseding european Se regulations (Se vo) and the German Se implementation act (Se-ausführungsgesetz). the company has a dual manage- ment and supervisory board structure consisting of an executive Board and a Supervisory Board.

eXecutive BoarD

pursuant to the guidelines set forth in the German Stock corporation act, which are also valid for aiXtron Se, via the Se statutes, the executive Board of aiXtron Se is responsible for the management of the company and informs the Supervisory Board regularly, comprehensively

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and without delay, of any appropriate issues or developments regarding business trends, corporate planning and strategy, and on the company’s risk status.

according to article 8 of aiXtron Se’s articles of association, the executive Board is to comprise of two or more persons.

the Supervisory Board determines the precise number of executive Board members and also decides whether there should be a chairman and whether deputy members or a Deputy chair- man should be appointed.

Since 2005, aiXtron Se’s (or, formerly, aiXtron aG’s) executive Board has been comprised of the following three members:

Name position First Appointment end of Term

paul Hyland chairman, president

and chief executive officer april 1, 2002 march 31, 2015 Wolfgang Breme executive vice president

and chief financial officer april 1, 2005 march 31, 2013 Dr. Bernd Schulte executive vice president

and chief operating officer april 1, 2002 march 31, 2015

in addition to the joint liability of the executive Board, defined by law and the obligation to work closely and confidentially with their colleagues, the responsibilities of the individual members of the executive Board are allocated, as follows:

paul Hyland, aiXtron’s president and chief executive officer coordinates the tasks of the executive Board and is responsible for the corporate operations at the aiXtron Group, focusing in particular on Strategic planning, investor relations management & communication, manu- facturing, procurement & logistics. Wolfgang Breme, the chief financial officer in addition to Group finances and reporting is also responsible for corporate Governance & compliance, it, Human resources, legal & risk management and facility management. the chief operating officer, Dr. Bernd Schulte is responsible for the Group’s marketing, technology Development, Business Development and Sales.

With the Supervisory Board’s approval, the executive Board has adopted by-laws that are regularly reviewed to ensure they are appropriate and up to date. they include a listing of matters which are of fundamental or substantial importance and about which the executive Board is required to make formal resolutions. examples of such material decisions requiring formal resolutions are: company strategies, corporate planning and budgets; significant changes in the organization of the company and Group; the commencement or discontinuation of areas of activity of the company; the acquisition and sale of land and land rights; the con- clusion, amendment, and termination of intercompany or significant license or cooperation agreements; the commissioning of material external consulting and research projects; funda-

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mental questions in the area of human resources and human resources policy; determination of the principles governing representation in business organizations and associations; appoint- ments to the management and supervisory bodies of subsidiaries and associated companies; important publications and information for public consumption above and beyond normal reporting requirements; the initiation of lawsuits and legal disputes; the granting of collateral and assumption of guarantees.

in addition, the executive Board rules of procedure and the articles of association, respectively, contain lists of material transactions and measures which require the prior approval of the Supervisory Board. transactions and measures requiring approval pursuant to the articles of association or by-laws, include, but are not limited to, decisions to build or dispose of operat- ing sites or land; starting or ending business activities; and extending or taking out loans, etc. according to the by-laws, meetings of the executive Board are to be held at least twice a month or whenever the company’s interests shall so dictate. executive Board meetings are convened and directed by the chairman of the Board. any member of the executive Board may request an executive Board meeting be convened for a specific issue. if the chairman cannot attend, the meeting shall be chaired by a Board member appointed by the chairman. the executive Board shall be deemed to have a quorum if all members have been invited and more than half of the members are able to participate in person, via telephone link or by videoconference when reso- lutions are being voted on. the executive Board makes decisions by a simple majority of the votes cast by the members involved in the meeting unless otherwise determined by the law, the articles of association and the by-laws. in the case of a tie, the executive Board chairman casts the deciding vote.

every executive Board member must immediately disclose actual or imminent conflicts of interest to the Supervisory Board and other member of the executive Board. members of the executive Board may only take on sideline activities, especially posts on company and super- visory boards outside the Group, after receiving Supervisory Board approval.

SuperviSory BoarD

the Supervisory Board is responsible for the appointment and employment terms of the executive Board members and oversees and advises the executive Board with regard to its management duties.

pursuant to article 11 of aiXtron Se’s articles of association, the Supervisory Board consists of six members. the General Shareholders’ meeting can specify any other number of Supervisory Board members, providing that the total is divisible by three. the members of the Supervisory Board are generally appointed for a period of four years and until the end of the General Share- holders’ meeting, in which the shareholders represented, resolve on the approval of the Super- visory Board’s activities for aiXtron Se’s fourth fiscal year. the members of aiXtron Se’s

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first Supervisory Board were appointed in December 2010 pursuant to aiXtron Se’s articles of association and in accordance with article 40 (2) sentence 2 of the Se regulation and consisted of the same members as aiXtron aG’s Supervisory Board in office until that time. following the recommendation of the nomination committee, the Se Supervisory Board was elected by the shareholders at the annual General meeting 2011. the shareholders elected prof. Dr. petra Denk as a member of the aiXtron Se Supervisory Board, replacing mr. Joachim Simmroß, who was a long-term member of the aiXtron Supervisory Board and who chose not to seek re-election.

the Supervisory Board elects a chairman and a Deputy chairman from among its members. the Supervisory Board chairman or – if he is prevented from doing so – his Deputy, convenes and leads the meetings of the Supervisory Board.

at the end of fiscal year 2011, aiXtron’s Supervisory Board comprised of the following six members:

Name position member since end of Term

Kim Schindelhauer*/_**/_{*** chairman of the Supervisory Board 2002 aGm 2016}

Dr. Holger Jürgensen*/_**/_{*** Deputy chairman of the}

Supervisory Board 2002 aGm 2016

prof.  Dr.  Wolfgang Blättchen*

chairman of the audit committee, financial expert****

1998 aGm 2016

prof. Dr. petra Denk** chairwoman of the technology committee 2011 aGm 2016

Karl-Hermann Kuklies 1997 aGm 2016

prof. Dr. rüdiger von rosen 2002 aGm 2016

* member of the audit committee ** member of the technology committee *** former executive Board member of aiXtron aG **** Since 2005

an independent and appropriately experienced Supervisory Board member has chaired the audit committee since 2005 (pursuant to item 5.3.2 of the German corporate Governance code/GcGc). the technology committee was constituted for the first time on may 19, 2011. the company is in compliance with the requirement for diversity on the Supervisory Board (item 5.4.1 GcGc) due to the broad range of skills of individual Supervisory Board members (in the areas of finance, capital markets, m&a and technology and market experience). in addition, the ratio of female members met the target requirements set in 2010.

as required under item 5.4.2 of the German corporate Governance code, the Supervisory Board includes no more than two former executive Board members.

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prior to the Supervisory Board meeting on December 7, 2011, each Supervisory Board member received the annual questionnaire from the chairman, examining the efficiency of Supervisory Board’s activities. Based on it’s evaluation of the questionnaire, the Supervisory Board resolved that it is acting efficiently in accordance with item 5.6 of the code.

other directorships held by executive and Supervisory Board members are listed under 36 supervisory Board and executive Board, in the notes to the consolidated financial State- ments. the company did not initiate or conclude any binding material transactions with related parties during the fiscal year 2011.

the Supervisory Board has additionally adopted its own set of by-laws governing Super- visory Board duties, rights and organization procedures for meetings and resolutions, inclu- ding the formation of appropriate committees. the audit committee operates according to separate by-law requirements approved by the Supervisory Board. rules of procedure were also adopted for the technology committee on September 14, 2011 by the Super- visory Board.

the Supervisory Board, like the audit committee and the technology committee generally holds four ordinary meetings per calendar year (the minimum number of meetings according to the by-laws is two per half year).

as requested by the chairman of the Supervisory Board, the executive Board participates in all Supervisory Board meetings, gives written and oral reports on the various points on the agenda and proposed resolutions, and answers questions posed by individual Supervisory Board mem- bers. Between meetings, monthly and detailed quarterly reports on the status of the company from the executive Board are made available to all Supervisory Board members. furthermore, in numerous telephone conference calls and face-to-face meetings, the Supervisory Board chair- man, the chairman of the audit committee and the chairwoman of the technology committee are promptly and comprehensively informed by the executive Board about relevant material developments and forthcoming decisions on material issues.

resolutions of the Supervisory Board and the Supervisory Board committees are generally passed during formally convened meetings. in exceptional cases, Supervisory Board members may, if justified, participate in a board or committee meeting remotely via telephone or video conference. all three bodies are deemed to have a quorum if two-thirds, or in the case of the Supervisory Board, at least three members, are able to participate in person or outside of formal meetings, if no objections are raised by any member, remotely via a telephone link or via proxy to vote on resolutions. resolutions are adopted if a majority of the votes cast are in favor. in the case of a tie, the chairman of the body casts the deciding vote.

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every member of the Supervisory Board must disclose potential and actual conflicts of interest to the Supervisory Board, especially those conflicts arising from a consulting contract or board function for a customer, supplier, creditor, or other business partner. if a material, beyond tem- porary, conflict of interest involving a Supervisory Board member cannot be resolved to the satisfaction of the Supervisory Board, it will result in that member being required to resign.

eXecutive anD SuperviSory BoarD cooperation

During 2011, the executive Board and the Supervisory Board worked closely together for the benefit of the business enterprise. their joint goal is to increase the sustainable value of the company.

aiXtron Se has a two-tier governance system characterized by a clear separation of manage- ment and supervisory functions. the executive Board is responsible for managing the company and informs the Supervisory Board regularly, comprehensively and without delay about all rele- vant issues or developments involving planning, business trends, the company’s risk situation, risk management and compliance.

the Supervisory Board appoints the members of the executive Board and oversees and advises the executive Board in its management duties. for certain transactions and measures, specified in the articles of association of aiXtron Se or the executive Board’s by-laws, the executive Board must obtain the prior approval of the Supervisory Board. When concluding, amending or terminating material agreements, that do not require approval under the articles of association or the executive Board’s by-laws, the executive Board is also required to report such events to the Supervisory Board.

function anD compoSition of tHe committeeS

aiXtron’s executive Board has not formulated any separate committees.

the Supervisory Board of aiXtron currently has two committees: the audit committee and the technology committee.

the audit committee is composed of a chairman, who is an independent member and whose area of expertise is reporting and audits (as required by law: articles 107(4); 100(5) German Stock corporation act/aktG) and two other members. the by-laws for the Supervisory Board specify that the audit committee is responsible, in particular, for preparing, on behalf of the Supervisory Board, proceedings and resolutions concerning accounting issues, the accounting process and the effectiveness of the internal control system, the risk management system, the internal audit system, supervising the audit of the financial statements (specifically ensuring the independence of the auditors and any additional services performed by the auditors) and the overseeing of compliance issues. in addition, the audit committee is responsible for issuing the mandate to audit the annual accounts and the consolidated Group accounts and to carry out any necessary

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examination of interim reports of aiXtron Se; for identifying the main focus areas of the audit and for agreeing on the fee arrangements with the auditors. the audit committee forwards to the Supervisory Board its recommendation on which auditing firm should be appointed as auditor. the technology committee is composed of a chairwoman and two other members. it deals, in particular, with questions of aiXtron’s market positioning, product planning and development, possible technology acquisitions and other topics relating to diversification.

the Supervisory Board also had in place a nomination committee, which consisted of a chair- man and two additional members. the specific task of the nomination committee was to pro- pose suitable candidates to the Supervisory Board, for the latter’s recommendation of suitable candidates to the annual General meeting. the nomination committee was required to ensure that collectively, the members of the Supervisory Board had the necessary expertise, skills and professional experience to properly discharge their duties. to that end, attention was also to be given to the company’s international operations, potential conflicts of interest, the specified age limit for Supervisory Board members and diversity requirements, including appropriate participation by women. the nomination committee was dissolved in conjunction with the election of a new Supervisory Board by the annual General meeting on may 19, 2011. at its constitutive meeting of may 19, 2011, the aiXtron Se Supervisory Board decided not to form another nomination committee since, after the election of a new Supervisory Board at the annual General meeting of may 19, 2011, there were no further tasks for this committee. the Supervisory Board will reappoint a nomination committee should the need arise. the nomina- tion committee can consist of up to four members.

the Supervisory Board is required to have what it considers to be a sufficient number of indepen- dent members. no more than two former aiXtron executive Board members should be members of the Supervisory Board at any one time. the members of the Supervisory Board should not fulfill a board function or consultancy task for a material competitor of the company. the Supervisory Board must at least have one independent member with expertise in accounting, internal controls and audits.

the interaction and cooperation of the executive Board, the Supervisory Board and its committees during fiscal year 2011 are further described in the Supervisory Board report which is also part of this company’s annual report which can be downloaded from the aiXtron corporate website.

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